1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [check] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) OR [ ] TRANSACTION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) A. Full title of the Plan and the address of the Plan, if different from that of the issuer named below: VALTEK INCORPORATED RETIREMENT PLAN AND TRUST B. Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office: THE DURIRON COMPANY, INC. 3100 RESEARCH BOULEVARD DAYTON, OHIO 45420 (513) 476-6100 INDEX TO EXHIBITS at page 3. Page 1 of 18 pages
For the fiscal year ended Commission file number December 31, 1993 0-325 2 REQUIRED INFORMATION -------------------- The Valtek Incorporated Retirement Plan and Trust (the "Plan") is subject to the Employee Retirement Income Security Act of 1974. ITEM 4. In lieu of the requirements of Items 1, 2 and 3 of Form 11-K, the following financial statements of the Plan, notes thereto, and Report of Independent Auditors thereon are being filed as Exhibit 28.1 to this Report: (a) Report of Independent Auditors. (b) Statements of Net Assets Available for Benefits - December 31, 1993 and 1992. (c) Statements of Changes in Net Assets Available for Benefits - years ended December 31, 1993 and 1992. (d) Notes to Financial Statements. (e) Schedule of Assets Held for Investment Purposes - December 31, 1993. (f) Schedule of Transactions or Series of Transactions in Excess of 5% of the Current Value of Plan Assets - year ended December 31, 1993. The Consent of Independent Auditors to the incorporation by reference of the foregoing financial statements in the Registration Statement on Form S-8 pertaining to the Plan is being filed as Exhibit 23.1 to this Report. SIGNATURES ---------- THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the Pension and Insurance Committee of The Duriron Company, Inc., which administers the Valtek Incorporated Retirement Plan and Trust, has duly caused this annual report to be signed on behalf of the Plan by the undersigned hereunto duly authorized. VALTEK INCORPORATED RETIREMENT PLAN AND TRUST BY: /s/ Ronald F. Shuff ----------------------- RONALD F. SHUFF Member, Pension and Insurance Committee Date: June 29, 1994 2 3 INDEX TO EXHIBITS The following Exhibits are being filed with this Annual Report on Form 11-K:
_______________________________________________ 3Located at Manually Numbered Exhibit Page - - ------- ----------------------- (23) CONSENT OF EXPERTS AND COUNSEL: 23.1 Consent of Ernst & Young ........................................ 5 (28) ADDITIONAL EXHIBITS 28.1 Annual Financial Statements of Valtek Incorporated Retirement Plan and Trust at December 31, 1993 and 1992 and for the two years ended December 31, 1993 ................... 7
1 ++=======================================================++ || || || || || || || || || || || || || EXHIBIT 23.1 || || || || CONSENT OF ERNST & YOUNG || || || || || || || || || || || || || ++=======================================================++ 4 2 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-72372) dated December 1, 1993, pertaining to THe Duriron Company, Inc. Savings and Thrift Plan and the Valtek Incorporated Retirement Plan and Trust of our report dated May 27, 1994, with respect to the financial statements and schedules of Valtek Incorporated Retirement Plan and Trust included in this Annual Report (Form 11-K) for the year ended December 31, 1993. ERNST & YOUNG Salt Lake City, Utah June 28, 1994
1 ++==========================================================++ || || || || || || || EXHIBIT 28.1 || || || || VALTEK INCORPORATED || || || || RETIREMENT PLAN AND TRUST || || || || || || || || || || || || || ++==========================================================++ 6 2 FINANCIAL STATEMENTS AND SCHEDULES VALTEK INCORPORATED RETIREMENT PLAN AND TRUST YEARS ENDED DECEMBER 31, 1993 AND 1992 WITH REPORT OF INDEPENDENT AUDITORS 7 3 VALTEK INCORPORATED RETIREMENT PLAN AND TRUST FINANCIAL STATEMENTS AND SCHEDULES YEARS ENDED DECEMBER 31, 1993 AND 1992 CONTENTS Report of Independent Auditors Audited Financial Statements: Statements of Net Assets Available for Benefits Statements of Changes in Net Assets Available for Benefits Notes to Financial Statements Supplemental Schedules: Assets Held for Investment Transactions or Series of Transactions in Excess of 5% of the Current Value of Plan Assets 8 4 - - ------------------------------------------------------------------------------ Report of Independent Auditors Valtek Incorporated Board of Directors and The Duriron Company, Inc. Pension and Insurance Committee Valtek Incorporated Retirement Plan and Trust We have audited the accompanying statements of net assets available for benefits of Valtek Incorporated Retirement Plan and Trust as of December 31, 1993 and 1992, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's administrator. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted out audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present failry, in all material respects, the net assets available for benefits of the Plan at December 31, 1993 and 1992, and the changes in its net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes as of December 31, 1993 and schedule of reportable transactions for the year then ended are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. ERNST & YOUNG Salt Lake City, Utah May 27, 1994 - - ------------------------------------------------------------------------------ 9 5 VALTEK INCORPORATED RETIREMENT PLAN AND TRUST STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
10DECEMBER 31 1993 1992 ----------- ------------ ASSETS Investments at current value: Putnam Fiduciary: Growth and Income Fund $ 4,031,375 $ 3,066,830 Voyager Fund 10,398,511 7,628,684 Daily Dividend Trust 1,321,216 1,077,698 U.S. Government Income Trust 1,287,660 1,404,124 Guaranteed investment contracts, at contract value 425,313 567,201 ----------- ------------ Total investments 17,464,075 13,744,537 Receivables: Employer contribution 814,084 748,123 Participant loans 644,047 484,352 ----------- ------------ Total receivables 1,458,131 1,232,475 ----------- ------------ Net assets available for benefits $18,922,206 $14,977,012 =========== ============ SEE ACCOMPANYING NOTES 6 VALTEK INCORPORATED RETIREMENT PLAN AND TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
11YEAR ENDED DECEMBER 31 1993 1992 ------------ ----------- Employer contributions $ 1,351,464 $ 1,168,837 Employee contributions 1,100,225 958,474 Investment earnings 918,876 754,000 Other miscellaneous 10,495 ------------ ----------- Total additions 3,370,565 2,891,806 Participant benefits paid 690,813 2,002,770 Investment expenses 20,080 3,891 ------------ ----------- Net Increase 2,659,672 885,145 Unrealized and realized gain 1,285,522 1,051,813 Net assets available for benefits: Beginning of year 14,977,012 13,040,054 ----------- ----------- End of year $18,922,206 $14,977,012 =========== =========== SEE ACCOMPANYING NOTES 7 VALTEK INCORPORATED RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1993 AND 1992 1. DESCRIPTION OF PLAN The following description of the Valtek Incorporated Retirement Plan and Trust (Plan) is provided for general information purposes only. Participants should refer to the Plan document for more complete information. GENERAL The Plan is a single employer, contributory, profit sharing 401(k) plan and covers those employees not covered by collective bargaining agreements who are 21 years of age and have completed six months of service on January 1 of each year. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974. Valtek Incorporated (the Company) is the Plan sponsor. The New England was the trustee and administrator of the Plan through March 1992. As of April 1, 1992, Putnam Fiduciary (Putnam) became the trustee and Plan administrator. RETIREMENT BENEFITS A participant employed by the Company at normal retirement age (65) is entitled to the maximum amount that can be purchased under an applicable group annuity policy or other investment vehicle with the amount accrued in the participant's account as of that date. Early retirement is permitted upon completion of 15 years of service and attainment of age 55. The Plan also includes a late retirement provision under which the participant may remain employed up to the age of 70 with the same benefits as normal retirement. FUNDING POLICY A participant may make a voluntary contribution which shall not exceed 10% of such participant's aggregate earnings. For contributions up to 6% of the participant's compensation, the Company will make a 50% matching contribution. The Company may also make discretionary contributions to the Trust out of profits for each plan year. SEPARATION AND DEATH BENEFITS If the employment of a participant is terminated other than by retirement or death, the participant 12 8 VALTEK INCORPORATED RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. DESCRIPTION OF PLAN (CONTINUED) may receive benefits (1) in the form of a lump sum cash payment equal to all or a portion of the vested amount in the participant's individual account or (2) in the form of an annuity beginning on normal date of retirement. Amounts originally contributed to the participant by the Company out of profits which are not vested at the termination date are forfeited, and are used to reduce the amounts payable by the Company out of profits (as determined by the Board of Directors). If a participant dies, a death benefit equal to the amount in the participant's benefit account, regardless of vesting provisions, shall be paid to the participant's beneficiary. VESTING Participants are fully and immediately vested in their voluntary contribution plus the matching amount contributed by the Company. However, additional amounts contributed by the Company out of profits vest 100 percent after five years of credited service. INCOME TAX STATUS The Internal Revenue Service has ruled that the Plan qualifies under Section 401(a) and 401(k) of the Internal Revenue Code (IRC) and is, therefore, not subject to tax under present income tax law. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Plan Administrator is not aware of any course of action or series of events that have occurred that might adversely affect the Plan's qualified status. ADMINISTRATIVE EXPENSES All reasonable expenses necessary to operate and administer the Plan are paid by the Company. Investment expenses are paid by the Plan and are reflected in the accompanying statements of changes in net assets available for benefits. PLAN TERMINATION The Company reserves the right at any time and within its sole discretion to reduce or discontinue contributions to the Plan or to terminate the Plan. Upon termination of the Plan, 100% of the benefits, including accrued earnings and employer voluntary contributions, of each affected participant shall become fully vested. The benefit to be distributed to each participant will be distributed under normal retirement guidelines or, if elected, in a lump sum cash payment. 13 9 VALTEK INCORPORATED RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. DESCRIPTION OF PLAN (CONTINUED) INVESTMENT OPTIONS Under the 401(k) plan, the employee has the option of investing contributions in four different investment funds maintained by the administrator. Following are the employee's investment choices as of December 31, 1993: 1) Putnam Voyager Fund provides opportunity for investment in emerging growth stocks (usually to be held for long-term) and opportunity stocks; 2) Putnam Growth and Income Fund invests in income-producing stocks that pay high dividends; 3) Putnam U.S. Government Income Fund invests in a variety of government-backed securities. This option provides safety and dependable long-term growth; and the 4) Putnam Daily Dividend Trust is managed for safety and current income. This option is a money market mutual fund that invests in high-quality money market instruments maturing in one year or less. Funds can be withdrawn from the Plan for the following reasons: termination, retirement, and hardship (includes buying a house, educational, medical needs, and other severe hardships). 2. SUMMARY OF ACCOUNTING POLICIES TRUST FUND AND VALUATION OF INVESTMENTS Under the terms of a trust agreement, The New England was appointed administrative and investment services provider for the Plan, until April 1992 when the Company switched to Putnam to provide these services. Putnam has been appointed administrative and investment services provider for the Plan, and has been granted discretionary authority concerning purchases and sales of investments that qualify for the four investment options. The investments and changes therein of this trust fund have been reported to the Plan by Putnam as having been determined using current value for equity investments and contract value for guaranteed investment contracts. Current value is the quoted market price on the last business day of the Plan year. PARTICIPANT'S ACCOUNTS Each participant's account is credited with the participant's contribution, the employer's contribution, and an allocation of the net investment gain or loss of each fund as defined in the Plan agreement. 14 10 VALTEK INCORPORATED RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. INVESTMENTS HELD IN TRUST Investment fund activity by investment fund for 1993 and 1992, which reflects the net assets available for benefits and changes in net assets available for benefits, excluding employer contributions receivable and participant loans, is summarized below. 15
U.S. Guaranteed Growth Daily Government Investment Equity and Income Voyager Dividend Income Contracts Fund Fund Fund Trust Trust Total ---------- ---------- ---------- ----------- ---------- ---------- ----------- Investment assets at December 31, 1991 $9,095,990 $2,901,608 $11,997,598 Rollover and transfers, net (53,485) (23,643) (77,128) Contributions 715,851 342,731 1,058,582 Earnings 163,109 (164,780) (1,671) Benefits paid (1,669,133) (77,823) (1,746,956) Expenses (1,075) (387) (1,462) ---------- ---------- ---------- ----------- ---------- ---------- ----------- Investment assets at March 31, 1992 8,251,257 2,977,706 11,228,963 Rollover and transfers, net (7,629,089) (2,977,706) $2,650,854 $5,726,420 $949,144 $1,280,377 - Contributions 282,749 603,967 47,340 103,462 1,037,518 Earnings 125,131 161,742 348,415 14,179 58,597 708,064 Benefits paid (88,853) (45,054) (76,653) (43,680) (10,936) (265,176) Expenses (44) (814) (1,100) (256) (213) (2,427) Miscellaneous (91,201) (19,053) 6,238 110,971 (21,173) (14,218) Unrealized and Realized Appreciation 36,406 1,021,397 (5,990) 1,051,813 ---------- ---------- ---------- ----------- ---------- ---------- ----------- Investment assets at December 31, 1992 567,201 - 3,066,830 7,628,684 1,077,698 1,404,124 13,744,537 Rollover and transfers, net (170,837) 55,348 196,226 94,697 (175,434) - Contributions 616,451 1,373,092 192,200 203,985 2,385,728 Earnings 48,384 289,540 375,800 34,693 113,000 861,417 Benefits paid (10,837) (168,741) (238,728) (56,264) (211,664) (686,234) Expenses (770) (4,955) (10,310) (1,680) (2,365) (20,080) Miscellaneous (7,828) (11,423) (55,751) (20,128) (11,685) (106,815) Unrealized and Realized Appreciation 188,325 1,129,498 (32,301) 1,285,522 ---------- ---------- ---------- ----------- ---------- ---------- ----------- Investment assets at December 31, 1993 $425,313 - $4,031,375 $10,398,511 $1,321,216 $1,287,660 $17,464,075 ========== ========== ========== =========== ========== ========== =========== In addition, loans receivable from participants as of December 31, 1993 and 1992 were $644,047 and $484,352, respectively. 11 SUPPLEMENTAL SCHEDULES 16 12 VALTEK INCORPORATED RETIREMENT PLAN AND TRUST SCHEDULE OF ASSETS HELD FOR INVESTMENT DECEMBER 31, 1993
17CURRENT DESCRIPTION OF INVESTMENTS SHARES COST VALUE - - --------------------------------------------------------------------------------------------------------------- Putnam: Growth and Income Fund 296,424 $ 3,844,188 $ 4,031,375 Voyager Fund 867,265 8,459,217 10,398,511 Daily Dividend Trust 1,321,216 1,321,216 1,321,216 U.S. Government Income Trust 95,737 1,316,241 1,287,660 Guaranteed investment contracts - 425,313 425,313 ------------ ------------ Total $15,366,175 $17,464,075 ============ ============ 13 VALTEK INCORPORATED RETIREMENT PLAN AND TRUST SCHEDULE OF TRANSACTIONS OR SERIES OF TRANSACTIONS IN EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS YEAR ENDED DECEMBER 31, 1993
18PURCHASE SELLING AVERAGE NET GAIN IDENTITY OF ISSUER DESCRIPTION OF ASSETS PRICE PRICE COST OR LOSS - - ----------------------------------------------------------------------------------------------------------------- CATEGORY (I) - A SINGLE TRANSACTION IN EXCESS OF 5% OF PLAN ASSETS None CATEGORY (II) - A SERIES OF TRANSACTIONS (OTHER THAN SECURITIES TRANSACTIONS) WITH THE SAME PERSON AGGREGATING 5% OF PLAN ASSETS None CATEGORY (III) - A SERIES OF TRANSACTIONS IN A SECURITY ISSUE AGGREGATING 5% OF PLAN ASSETS Putnam Fiduciary Growth and Income Fund- 82 Purchases 1,705,802 Putnam Fiduciary Growth and Income Fund- 151 Sales 929,581 901,630 27,951 Putnam Fiduciary Voyager Fund- 120 Purchases 4,785,927 Putnam Fiduciary Voyager Fund- 168 Sales 3,145,597 2,974,268 171,329 Putnam Fiduciary Daily Dividend Trust- 110 Purchases 2,386,178 Putnam Fiduciary Daily Dividend Trust- 109 Sales 2,142,660 2,142,660 0 Putnam Fiduciary U.S. Government Income Trust- 74 Purchases 1,896,637 Putnam Fiduciary U.S. Government Income Trust- 110 Sales 1,980,803 1,986,997 (6,194) CATEGORY (IV) - TRANSACTIONS IN SECURITIES WITH A PERSON IF ANY SINGLE TRANSACTION WITH THAT PERSON WAS IN EXCESS OF 5% OF PLAN ASSETS None